CM-2025-049 - 2/21/2025 HOST PARTNER AGREEMENT
THIS AGREEMENT (the "Agreement") is executed effective as of date of signing (the
"Effective Date")by and between OPEN GYM PREMIER, LLC, a California limited liability
company, whose address is 1500 S. Anaheim Blvd., Anaheim, California 92805, and the CITY
OF ROUND ROCK, TEXAS (the"City/Host"), a Texas home-rule municipality having offices
at 221 East Main Street, Round Rock, Texas 78664, regarding City/Host's desire to become an
"Official Host Partner" of the ADIDAS JR 3SSB SOUTHWEST AUSTIN TOURNAMENT
(the"event")in Round Rock,Texas, on or about May 17,2025 through May 18, 2025,to be held
at the Round Rock Sports Center ("Sports Center") owned and operated by the City/Host and
located at 2400 Chisholm Trail Drive,Round Rock,Texas 78681.
NOW, THEREFORE, in consideration of the premises herein set forth and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
OPEN GYM PREMIER,LLC and City/Host agree as follows:
1. Designation and Rights as Official Host Partner
(a) City/Host shall be designated as an"Official Host Partner"for the event.
(b) OPEN GYM PREMIER, LLC has the right to secure its own sponsors
or sponsorships for the event.
(c) City/Host acknowledges that OPEN GYM PREMIER,LLC has granted
and/or may grant to other National Corporate Sponsors, National
Partners, or Licensees the use of OPEN GYM PREMIER, LLC's
Marks (defined herein as OPEN GYM PREMIER, LLC's trademarks,
trade names, service marks and logos) in the promotion of OPEN GYM
PREMIER,LLC's goods or services. Said licensing and merchandising
relationships shall be on a local,regional,and national basis.
(d) OPEN GYM PREMIER, LLC and City/Host acknowledge that each
recognizes the value of inherent attributes of the goodwill associated with
each other's respective trademarks,trade names, service marks and logos.
OPEN GYM PREMIER, LLC and City/Host shall not apply for and
shall not obtain any state or federal service mark or trademark registration
or any foreign service mark or trademark that incorporates or uses the
trademark,trade name, service mark or logo of the other without the prior
express written consent of the other.
2. OPEN GYM PREMIER,LLC's Rights and Responsibilities
(a) OPEN GYM PREMIER, LLC shall obtain and maintain in full force
and affect a general liability insurance policy covering the event, and said
insurance policy shall fulfill all requirements of the City of Round Rock,
Texas as to amount and coverage. A copy of such insurance certificate
shall be provided to City/Host in advance of the event. OPEN GYM
PREMIER,LLC shall,upon the direction of City/Host, include City and
designated sponsors as additional insureds on such insurance policy at no
additional cost or charge to City/Host.
(b) OPEN GYM PREMIER, LLC at its own expense, shall have the sole
responsibility for establishing, organizing, and operating the event.
3. Fees and Costs
As consideration for the rights and benefits granted herein, and provided that
OPEN GYM PREMIER,LLC is in compliance with all terms of this Agreement,
City/Host shall pay to OPEN GYM PREMIER,LLC the following:
(a) Rights Fee of Fifteen Thousand and No/100 Dollars ($15,000.00). Such
rights fee shall assist in covering the Event costs, specifically venue
rental costs as set forth herein. The rights fee of$15,000.00 shall be due
and payable by City/Host to OPEN GYM PREMIER, LLC upon
execution of this Agreement and shall be used by as follows:
(i) Upon receipt of the rights fee from City/Host, OPEN GYM
PREMIER, LLC shall use the rights fee to pay the deposit
amount required by the venue to secure the venue for the Event. In
the event the deposit has already been paid by OPEN GYM
PREMIER, LLC prior to the execution of this Agreement, the
rights fee shall be used toward the remaining costs of the venue
rental. In the event the remaining costs of the venue rental has
already been paid by OPEN GYM PREMIER, LLC prior to the
execution of this Agreement, the rights fee shall be used toward
operation costs for the event.
(ii) In the event OPEN GYM PREMIER, LLC pays the deposit for
the venue rental and there are remaining monies available from the
rights fee, those remaining monies shall be used towards the
remaining costs of the venue rental. In the event OPEN GYM
PREMIER,LLC pays the remaining costs of the venue rental and
there are remaining monies available from the rights fee, those
remaining monies may be used towards operation costs for the
event.
(iii) Within fifteen(15)days of receipt of the rights fee from City/Host,
OPEN GYM PREMIER, LLC shall provide City/Host (attn:
Nancy Yawn, Director of Round Rock CVB) verification that the
deposit for the venue has been paid. Verification that the venue
costs have been paid in full shall be provided to the City/Host
(attn: Nancy Yawn,Director of Round Rock CVB)within three(3)
days of full payment of the venue rental.
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(iv) Failure to provide verification to City/Host as required in
subsection (iii) above shall be considered a material breach of this
Agreement and City/Host shall at its sole discretion seek any and
all remedies available under Texas Law.
(b) Other Costs
City/Host shall be responsible for the costs associated with the premiums
or other expenses related to City/Host's on-site promotions. City/Host
shall also be responsible for costs associated with the production of
City/Host's own promotional materials to be distributed on-site.
City/Host shall endeavor to ensure that all City/Host advertising and
promotion complies with all applicable laws,rules and regulations.
4. Term
Subject to the recited terms and provisions of this Agreement, the term of this
Agreement shall commence immediately upon the execution hereof by both
parties and shall end by operation of its own terms after completion of the event
on May 18, 2025.
5. Representations and Warranties
Each party hereto represents and warrants to the other party as follows:
(a) It has the full right and legal authority to enter into and fully perform this
Agreement in accordance with the terms and conditions hereof
(b) This Agreement, when executed, will be its legal, valid and binding
obligation enforceable against it in accordance with the terms and
conditions hereof, except to the extent that enforcement hereof may be
limited by bankruptcy, insolvency or other similar laws affecting
creditors' rights generally.
(c) The execution, delivery and performance of this Agreement does not and
will not violate or cause a breach of any other agreements or obligations to
which it is a party or by which it is bound, and no approval or other action
by any governmental authority or agency, or any other individual or entity,
is required in connection herewith.
(d) Each of the foregoing representations, warranties and covenants shall be
true at all times during the term hereof.
6. Use and Ownership of Marks
OPEN GYM PREMIER, LLC and City/Host hereby agrees to use the Marks of
the other only as set forth herein and only for the purposes of advertising,
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marketing and promoting the event and related events and goods as set forth in
this Agreement. Each party shall retain ownership of its respective Marks. Use
of the Marks under this Agreement shall be for the benefit of the respective Mark
owner. The parties acknowledge that the rights granted by each party under this
Agreement possess a special, unique and extraordinary character that make
difficult the assessment of monetary damage that would be sustained by such
party as a result of any unauthorized use of any OPEN GYM PREMIER, LLC
Mark or City/Host Mark. Accordingly, in the event of any unauthorized use of
any OPEN GYM PREMIER, LLC Mark or City/Host Mark by the other party
(or a party authorized by such other party), each party shall, in addition to any
other contractual, legal and equitable rights and remedies as may be available to
it, have, during the term hereof and after the termination or expiration of this
Agreement, the right to take such reasonable steps as are necessary to prevent any
further unauthorized use of any such event Mark or City/Host Mark, without
being required to prove damages or furnish a bond or other security, including
petitioning a court of competent jurisdiction for a temporary restraining order, a
preliminary or permanent injunction, and/or a decree for specific performance.
7. No Joint Venture
This Agreement does not constitute and shall not be constructed as constituting a
partnership, employer-employee, or joint venture between or among OPEN
GYM PREMIER, LLC or City/Host. OPEN GYM PREMIER, LLC is an
independent contractor and is not City/Host's employee. Neither party shall have
any right whatsoever to obligate or bind the other party in any manner
whatsoever, except as expressly set forth herein. Neither party has authority to
enter into contracts or relationships or to perform acts as agent for the other party.
8. Assignment
This Agreement shall be binding on the parties and their respective successors and
assigns. Notwithstanding the preceding sentence, neither party may assign this
Agreement without the prior written consent of the other party.
9. Notice
Whenever notice is required to be given by either party to the other under this
Agreement, it shall be sent by certified U.S. mail with receipt confirmed to the
following:
To OPEN GYM PREMIER, LLC:
Alison Reinholt
Operations
1500 S. Anaheim Blvd
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Anaheim, California 92805
To City/Host:
Brooks Bennett
City Manager
City of Round Rock
221 East Main Street
Round Rock,Texas 78664
Each party shall have the obligation to notify the other of any change in address for these
notice purposes.
10. Termination and Cancellation
(a) If the other party materially defaults in the performance of this Agreement,
and if such default is not cured within thirty (30) days following written
notice of such default to the defaulting party, then and in that event either
party hereto may terminate this Agreement without prejudice to any legal
or equitable rights to which such terminating party may be entitled, and
such termination shall be effective upon delivering notice to the other
party of such termination.
(b) City/Host may terminate this Agreement, in whole or in part, for
convenience and without cause, at any time upon ninety(90) days' written
notice to the other party. Prior to proceeding with a termination for cause,
City/Host agree to use all reasonable efforts to resolve any and all issues
with OPEN GYM PREMIER, LLC and shall provide OPEN GYM
PREMIER, LLC a reasonable amount of time to remedy the issues to
avoid a termination for cause.
(c) Termination of this Agreement for any reason provided herein shall not
relieve either party from its obligation to perform up to the effective date
of such termination or to perform such obligations as may survive
termination.
(d) In the event of termination of this Agreement for any reason and/or the
cancellation of the event,the parties acknowledge that City/Host would
only be required to pay a prorata portion of its Rights Fee based on those
benefits actually determined by City/Host to have been provided to
City/Host by OPEN GYM PREMIER, LLC prior to termination or
cancellation. In the event City/Host has, as of the effective date of
termination or cancellation, paid OPEN GYM PREMIER, LLC more of
the Rights Fee than required by this section and this Agreement, then and
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in that event, OPEN GYM PREMIER, LLC shall be obligated to
promptly refund the full difference to City/Host.
11. Indemnification
To the extent allowed by law, City/Host hereby agree to hold harmless OPEN
GYM PREMIER, LLC, and its affiliates and subsidiaries, and the agents,
representatives, officers, directors, employees and shareholders of the foregoing,
from and against any and all claims, suits, demands, damages, causes of action,
expenses and liabilities of any kind or character (including reasonable attorneys'
fees and costs) related to or arising out of, whether directly or indirectly, (i)
City/Host's intentional or negligent actions or omissions under this Agreement,
including but not limited to trademark infringements based upon OPEN GYM
PREMIER, LLC's use of the City/Host Marks as approved in accordance with
this Agreement, contests, sweepstakes or other activities conducted by City/Host
pursuant to this Agreement, and any product demonstrations or products
distributed by City/Host pursuant to this Agreement and (ii) any breach of this
Agreement by City/Host.
To the extent allowed by law, OPEN GYM PREMIER, LLC hereby agrees to
hold harmless City/Host, and its affiliates and subsidiaries, and the agents,
representatives, officers, directors, employees and shareholders of the foregoing,
from and against any and all claims, suits, demands, damages, causes of action,
expenses and liabilities of any kind or character (including reasonable attorneys'
fees and costs) related to or arising out of, whether directly or indirectly, (i)
OPEN GYM PREMIER, LLC's intentional or negligent actions or omissions
under this Agreement, including but not limited to trademark infringements based
upon City/Host's use of OPEN GYM PREMIER, LLC's Marks as approved in
accordance with this Agreement, contests, sweepstakes or other activities
conducted by OPEN GYM PREMIER, LLC pursuant to this Agreement, and
any product demonstrations or products distributed by OPEN GYM PREMIER,
LLC pursuant to this Agreement and(ii) any breach of this Agreement by OPEN
GYM PREMIER,LLC.
Each party will promptly notify the other of any claim. The terms,provisions and
conditions of this Section 11 shall survive the expiration or earlier termination of
this Agreement.
12. Entire Agreement
This Agreement constitutes the entire agreement between City/Host and OPEN
GYM PREMIER, LLC with respect to the subject matter herein and shall
supersede any and all other agreements, whether oral or otherwise, between the
parties. Any amendments or modifications of this Agreement must be in writing
and signed by authorized representatives of both parties.
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13. Limitation of Liability
Notwithstanding anything contained herein to the contrary, in no event shall either
party be liable to the other party for any consequential, incidental, punitive,
special, or indirect damages of any kind.
14. Confidentiality
The parties hereto expressly acknowledge that City/Host is a Texas municipality
and, as such, is subject to and will obey the Public Information Act and other
related statutes.
Notwithstanding the foregoing, the parties hereto agree to maintain in confidence
the terms and conditions of this Agreement and any other information disclosed
that such disclosing party has reasonably designated as confidential except for
disclosures to the parties' respective employees, agents, or representatives to the
extent necessary to implement this Agreement, and except where a proposed
disclosure of any specific terms or conditions hereof is authorized in advance in
writing by the parties, and except for disclosures required in the course of legal
proceedings arising out of this Agreement, in addition to any other remedies
available, injunctive relief shall be available to any aggrieved party. This
foregoing shall not apply to any information that becomes generally known
through no fault of the parties bound hereunder.
15. Execution
This Agreement may be executed in counterparts and shall be deemed executed
and binding upon signature by both parties hereof.
16. Governing Law
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms
or conditions herein, exclusive venue for same shall lie in Williamson County,
Texas. This Agreement shall be governed by and construed in accordance with
the laws and court decisions of the State of Texas.
17. Compliance
In accordance with Chapter 2271, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods and services unless the
contract contains written verification from that company that it: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of this Agreement.
The signatory executing this Agreement on behalf of OPEN GYM PREMIER,
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LLC verifies OPEN GYM PREMIER,LLC does not boycott Israel and will not
boycott Israel during the term of this Agreement.
18. Severability
Whenever possible, each provision of this Agreement shall be interpreted in such
a manner as to be effective and valid under applicable law,but if any provision of
this Agreement shall be invalid or enforceable under applicable law, such
provision shall be ineffective to the extent of such unenforceability or in
invalidity, without invalidating the remainder of such provision or the remaining
provisions of this Agreement. All obligations and rights or the parties expressed
herein shall be in addition to, and not in limitation of, those provided by
applicable law.
19. No Waiver
No failure or delay on the part of any of the parties in the exercise of any right,
power, or remedy under this Agreement shall operate as a waiver by such party
thereof, nor shall exercise by any of the parties of any right, power or remedy
preclude other or further exercise thereof by such party or such party's exercise of
any other right, power or remedy. No waiver or modification of this Agreement
or of any provision herein, including this section, shall be valid unless it is in
writing and duly executed by the party charged with it.
20. Headings
The headings contained in this Agreement are for convenience only and shall not
be construed as an interpretation of any of the language contained herein.
21. Survival
All rights and obligations that accrue pursuant hereto prior to the expiration or
termination of this Agreement, as the case may be, and the representations and
warranties made in and the indemnifications provided pursuant to this Agreement
shall survive the expiration or earlier termination of this Agreement.
22. Force Maieure
No party hereto will be responsible for the performance of any of its obligations
hereunder if prevented, delayed or hindered by war, riots, insurrection,
embargoes, strikes, concealed acts of workmen, casualty, accidents, acts of terror,
pandemics or any other occurrence beyond such party's control, excluding
weather.
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IN WITNESS WHEREOF,the parties hereby execute this Agreement on the indicated dates.
OPEN GYM M ER, LLC CITY OF ROUND ROCK,TE S
By: ���/"""" l -`.\-di @,---- By:
Name Alison Reinholt Name: , "
Title: Operations Title: 6 1 tYY/CALtil
/1r
Date: February 14,2025 Date: 21 /2-e — J
For City,A est:
By: A-4,,41;
Ann ranklin, City Clerk
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